SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE
Mail Stop 4631

May 24, 2011

via U.S. mail and facsimile

Timothy J. Donahue, CFO Crown Holdings, Inc. One Crown Way Philadelphia, Pennsylvania  19154
 RE: Crown Holdings, Inc.
  Form 10-K for the Fiscal Ye ar Ended December 31, 2010
  Filed February 28, 2011
Definitive Proxy Statement on Schedule 14A
  Filed March 21, 2011
  Form 10-Q for the Fiscal Quarter Ended March 31, 2011
  File No. 0-50189

Dear Mr. Donahue:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.   Form 10-K for the Fiscal Year Ended December 31, 2010

 General

 1. In future filings, please disclose the equi valent U.S. dollar amount for all foreign
currency amounts disclosed, si nce the U.S. dollar is your presentation currency and
will allow an investor to better unde rstand how the amount relates to your
consolidated financial statements.

Mr. Donahue
Crown Holdings, Inc. May 24, 2011 Page 2   Item 5.  Market for Registrant’s Common E quity, Related Stockholder Matters and Issuer
Purchases of Equity Securities, page 27
 2. We note your discussion under the capti on “Common Stock and Other Equity” on
page 42 that your credit and loan facilities and outstand ing notes “contain provisions
that limit…the payment of dividends subjec t to certain payments…and exceptions.”
In future filings, please briefly describe the restrictions and exceptions under your
debt arrangements that limit your ability to  pay dividends.  See Item 201(c)(1) of
Regulation S-K.
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 30
 Results of Operations, page 30

 3. In future filings, please expand the disc ussion of your results of operations on a
consolidated basis and at th e reportable segment level for each period presented in
your annual and quarterly periodic filings .  Specifically, pl ease provide a more
comprehensive analysis of the factors that impacted net sale s, cost of products sold,
segment income, etc., ensuring that you sufficiently explain why each factor has
occurred and is impacting the specific line item in the specific manner.  In addition
you should discuss known or anticipated trends that have and/or may continue to have
a positive or negative impact on your results of operations.  To provide investors with
a sufficient understanding of the factors impacting your operations, you may need to
discuss the businesses and/or geograp hic areas that underlying each of your
reportable segments.  Your discussion and analysis is to provide investors with
sufficient information to understand the histor ical trends and the expectations for the
future as seen through the eyes of management.  A more detailed analysis will also aid investors in better understanding th e risks associated with goodwill impairment,
restructuring activities and deferred tax assets.  Examples include the following:
 For your discussion and analysis of net sa les on a consolidated basis and at the
reportable segment level, you attribute the changes to (a) unit volume changes; (b)
changes in pass-through raw material costs;  and (c) foreign cu rrency translation.
Please expand upon these factors to incl ude an explanation for each of the
changes.  For example, the changes in  volume may be due to an expansion
project, a restructuring project, a change  in capacity utiliza tion (including a lower
planned production), an increase in ma rket share, pre-buying by customers, a
change in customer direction, etc.  In  terms of the corres ponding analysis of
segment income, please also provide an e xpanded analysis of the material factors
impacting this performance measure.  For example, if there has been a shift in product mix, please explain that shift and how that shift has specifically impacted
your operating results.  Another example would be a lag in the passing along of
material increases in the co st of raw materials.

Mr. Donahue
Crown Holdings, Inc. May 24, 2011 Page 3
 We note that you have been focusing on your expansion program with a primary
focus on emerging markets.  In this re gard, we note from 2007 to 2010 you had
approximately $830 million in capital spending, which was primarily focused on capacity expansion and emerging markets.   However, there is very little
discussion of these capacity expansi on projects within MD&A and their
corresponding impact on your net sales and segment income and whether the impact is in line with management expect ations when the capit al programs began.
We further note that you anticipate incr easing your capacity by approximately 10
billion units by mid-2012 from the capaci ty levels as of December 31, 2010.
However, we did not note an analysis of this expectation and the expected impact
to your net sales and operating results.
 We note that you recognized inventory pric ing gains during fiscal year 2009 that
did not reoccur in fiscal year 2010 from your fiscal year  2010 analyst conference
call.  However, we did not not e a corresponding discussion, including
quantification, of the invent ory pricing gain recognized during fiscal year 2009 in
MD&A.
 We note that your effective tax rate wa s positively impacted by the release of
valuation allowances associated with your  U.S. and French operations.  Please
provide investors with a more  detailed explanation as to the material factors that
you considered when releasing the valuation allowances.
Please note that this is not meant to re present an all-inclus ive list of where your
MD&A could be improved.  There are many areas that we are not specifically identifying that should have further analys is.  Refer to Item 303 of Regulation S-K,
Section 501 of the Financial Reporting C odification, and SEC Interpretive Release
No. 33-8350 dated December 19, 2003 for additi onal guidance.  Please also refer to
your response to comment 1 in your letter dated April 18, 2008.
 4. In future filings, please include a discussi on and analysis with quantification of the
business reasons for signifi cant changes between periods of net sales and segment
income for your non-reportable segments for each period presented.  In this regard, we note that the non-reportable segments’ exte rnal sales is 14.9% of fiscal year 2010
net sales and segment income is 33.6% of fiscal year 2010 income before income
taxes and equity earnings.  Please also include a discussion and analysis with
quantification business reasons  for significant changes between periods for corporate
and unallocated items.  Please refer to It ems 303(a) and 303(a)(3)(i) of Regulation S-
K and Section 501.12.b. of the Financial Report ing Codification for guidance.  Please
provide us with the disclosures you intend to include in future filings for fiscal year
2010 as compared to fiscal year 2009.
 Liquidity and Capital Resources, page 35

 5. We note that approximately 72% of your net sales were generated by your
international operations.  In future filings , please expand your di sclosure to provide

Mr. Donahue
Crown Holdings, Inc. May 24, 2011 Page 4
additional clarity regarding the amounts of cash and cash equivalents which are
available for your use for ongoing cash needs.  In this regard, please disclose the
amount of cash and cash equivalents held out side the U.S., as well as the amounts that
are restricted by laws to be used in other c ountries.  Please also disclose that if cash
and cash equivalents held outsi de the U.S. are needed for your operations in the U.S.,
you would be required to accrue and pay U. S. taxes to repatriate these funds;
however, your intent is to permanently re invest these foreign amounts outside the
U.S. and your current plans do not demonstr ate a need to repatriate the foreign
amounts to fund your U.S. operations, if true.
 Capital Expenditures, page 41

 6. In future filings, please indicate the gene ral purpose of your cap ital commitments and
the anticipated source of funds needed to fulfill such commitments.  See Item 303(a)(2) of Regulation S-K.
 Critical Accounting Policies, page 43

 7. If you use the term EBITDA in future filings as part of your explanation for
estimating the fair value of your reporting units for purposes of testing goodwill for
impairment, please ensure that it represen ts EBITDA as is commonly defined.  If you
make any adjustments to EBITDA as is  commonly defined, please instead use a
description such as Adjusted EBITDA to refer to your measure.  Further, please
revise your description of this  measure to begin with net income rather than revenues
to allow investors to better unders tand the adjustments you are making.

8. Please expand upon your discussion of the U.S. de ferred tax assets in future filings to
bridge the gap between the release of $58 million of valuation allowance and the
continued recognition of $177 million of valuation allowance.

9. Please provide a sensitivity analysis for your material assumptions on your pension
obligations in addition to your pension expense in future filings.
 Consolidated Statement of Operations, page 54

 10. We note that you have included asset im pairment charges in the provision for
restructuring line item in addition to the a sset impairments and sales line item.  In
future filings, please consider including all asset impairment charges in one line item.
This will allow investors to more easily id entify the total amount of asset impairment
charges.

Mr. Donahue
Crown Holdings, Inc. May 24, 2011 Page 5   K.  Provision for Asbestos, page 64

 11. We note your disclosure that  the resolution of  your asbestos-related claims and
settlements is not expected to have a ma terial impact to your financial position.
Please also disclose your assessment of the materiality of your asbe stos-related claims
and settlements to your results of operations  and cash flows.  If it is reasonably
possible that the loss in ex cess of accrual could be ma terial to your  results of
operations and/or cash flows, please disclo se the amount or range of the reasonably
possible loss in excess of accr ual.  If you cannot make an  estimate of the amount or
range of reasonably possible loss in excess of  accrual, please disclose this fact along
and provide us with a detailed explanati on as to why you are unable to provide a
reasonable estimate.  Please refer to ASC 450-20-50-4 and Qu estion 2 to ASC 450-
20-S99-1 for guidance.  Please provide us with  the disclosure you intend to include in
future filings.

M.  Restructuring, page 68

 12. In future filings, please revise your disclo sures regarding your re structuring activities
to provide the following disclosures:
 A description of the facts and circumstan ces leading to each restructuring activity
and the expected completion date of each activity.
 The number of employees impacted by headcount reductions by activity.
 Separately present the costs and liabiliti es associated with each restructuring
activity.  In this regard, the disclosure on page 69 combines the cost and liability
rollforward information for each restructuring activity.
 Separately present for each restructur ing activity the total amount of costs
expected to be incurred in connection w ith the activity, the amount incurred in the
period, and the cumulative amount incurred to  date, net of any adjustments to the
liability with an explanation of th e reasons why by reportable segment.
Please refer to ASC 420-10-50-1 for guidance.  Please provide us with the disclosures
you intend to include in future filings.

T.  Acquisitions, page 79
 13. We note that you completed several transac tions relating to th e acquisition of non-
controlling interest in certain subsidiaries during the fiscal years presented.  In future
filings, please include a tabl e that shows the effects of changes in your ownership
interest on the equity attributable to  you.  Please refer to ASC 810-10-50-1A.d. and
ASC 810-10-55-4M for guidance.  Please provide us with th e disclosure you intend to
include in future filings.

Mr. Donahue
Crown Holdings, Inc. May 24, 2011 Page 6   V.  Pensions and Other Retirement Benefits, page 80

 14. In future filings, please disclose the funded status of the U.S. plans and the non-U.S.
plans.  Please also provide a narrative desc ription of the basis used to determine the
overall expected long-term rate-of-return- on-assets assumption.  Please refer to ASC
715-20-50-1.c. and 50-1.d.5.iii. for guidance.

X.  Segment Information, page 90

 15. In future filings, please disclose the sources of revenues included in your non-
reportable segments.  Please refer to ASC 280-10-50-15 for guidance.  Please provide
us with the disclosure you inte nd to include in future filings.

16. In future filings, please clarify if you have in tersegment sales.  To the extent that you
do, please include the am ount of intersegment sales as part of your table presentation
for each reportable segment, including the related impact to segment income.  Please note that any adjustments to eliminate inters egment sales’ profit should be shown as a
separate reconciling item fo r the reconciliation to income before income taxes and
equity earnings.  Finally, please provid e investors with a description of your
intersegment sales.  Please refer to  ASC 280-10-55-48 and 55-49 for guidance.
Please provide us with the disclosure you intend to include in future filings.

Z.  Condensed Combining Financial Information, page 93

 17. Please revise your disclosure for each c ondensed combining financial statements
presented in accordance with Rule 3-10 of  Regulation S-X to state the corresponding
note for which the financial information is pr esented in future filings.  For example,
we note that the first condensed combini ng financial statements are for your €500
7.125% senior notes due 2017.
 Item 15. Exhibits and Financia l Statement Schedules, page 121

 18. It appears that you have omitted the schedules  and exhibits referenced in your Credit
Agreement and the Fourth Amendment theret o incorporated by refe rence as exhibits
4.q and 4.hh, respectively.  Please file with your  next Exchange Act report a complete
copy of these credit agreements, which s hould include all schedules and exhibits
referenced therein.  See Item 601(b)(10) of Regulation S-K.
 19. We note that on December 9, 2010, you filed a Form 8-K that included the Fifth
Amendment to your Credit Agreement.  In future Forms 10-K, please file or incorporate by reference this agreement.

Mr. Donahue
Crown Holdings, Inc. May 24, 2011 Page 7   Definitive Proxy Statement on Schedule 14A Filed March 21, 2011

 Corporate Governance, page 10

 Transactions with Related Persons, page 13

 20. In future filings, please provide the disclo sure required by Item 404(b) of Regulation
S-K with respect to your po licies and procedures for the review, approval, or
ratification of your rela ted party transactions.
 Compensation Discussion and Analysis, page 14

 21. Please describe the impact, if any, on the Committee’s decisions regarding Mr.
Conway’s compensation in light of the f act that Mr. Conway realized $6,816,618 and
$6,940,343 upon the exercise of outstanding equity  in 2010.  We would expect to see
disclosure addressing the impact thes e realized amounts had or will have on
compensation policies or specific awards re lating to these individuals, including how
these types of gains will be considered in  setting future reti